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Mara Abols

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Amina Adam

UK Amends TUPE Regulations

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) has been in the spotlight as part of the UK Government’s Employment Law Review. TUPE implements the EU Acquired Rights Directive (“ARD”) in the…more

Employee Rights, TUPE, UK

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Jhale Ali

Daimler AG v. Bauman: Court Again Rejects a “Sprawling View of General Jurisdiction”

On January 14, 2014, the U.S. Supreme Court in Daimler AG v. Bauman held that Argentinian plaintiffs could not sue a German car manufacturer in California for human rights violations allegedly committed in Argentina. The Court…more

Attorney Generals, DaimlerChrysler, DaimlerChrysler v Bauman, Foreign Corporations, Foreign Nationals

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Thomas Allen

Feds’ Reliance on Environmental Activism Underscores Need for Lacey Act Compliance

The search warrant recently executed by U.S. Customs and Fish and Wildlife Service agents on a Virginia-based flooring wholesaler surrounded allegations that the company had illegally imported wood in violation of the Lacey Act,…more

Activist, Endangered Species, Environmental Crimes, Environmental Review, Fish and Wildlife Service

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G. Derek Andreson

Admit It! SEC May Seek Admissions of Wrongdoing in Settlements

The U.S. Securities and Exchange Commission (“SEC”) is poised to modify its “no-admit, no-deny” policy to seek more admissions of wrongdoing from defendants as a condition of settlement in enforcement cases. The change comes on…more

Criminal Sanctions, D&O Insurance, Indemnification, SEC, Settlement

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Jenny Arvidsson

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Stephen Asay

Some Firings Based on Social Media Use May Be Okay

In early November, an administrative law judge of the National Labor Relations Board dismissed a complaint filed against an employer, finding that the employer did not violate the National Labor Relations Act by withdrawing…more

Employer Liability Issues, NLRA, Social Media, Termination

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Marc Axelbaum

Admit It! SEC May Seek Admissions of Wrongdoing in Settlements

The U.S. Securities and Exchange Commission (“SEC”) is poised to modify its “no-admit, no-deny” policy to seek more admissions of wrongdoing from defendants as a condition of settlement in enforcement cases. The change comes on…more

Criminal Sanctions, D&O Insurance, Indemnification, SEC, Settlement

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Rafi Azim-Khan

Important Announcement of a Key New Data Privacy Initiative

Rafi Azim-Khan, Partner and Head of Data Privacy, Europe at Pillsbury and Chair of the British American Business' Law Forum, was in Washington, DC yesterday to hear the important announcement of a key new data privacy…more

Data Protection, European Commission, FTC, Privacy Concerns

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Kristen Baker

FTC Expands Focus on Tracking and Use of Consumers’ Location Data

Over the past few years, the Federal Trade Commission (“FTC”) has provided guidance regarding mobile platforms and app providers’ practices of collecting data about consumers’ locations through their mobile devices, with a focus…more

FTC, Geolocation, Mobile Apps

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Kathleen Bardunias

IRS Releases Further Guidance for Retirement Plans on Treatment of Same-Sex Spouses

In IRS Notice 2014-19 and accompanying FAQs, the Internal Revenue Service (“IRS”) issued long-awaited guidance addressing the treatment of same-sex spouses under qualified retirement plans such as 401(k) and defined benefit…more

DOMA, IRS, Marriage, Qualified Retirement Plans, Retirement Plan

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Melinda Barker

American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

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John Barton

Can IT Outsourcing Learn From Facilities Management Outsourcing?

2013 began with a flurry of articles about companies insourcing work or rethinking their sourcing strategies. The reasons for this vary by company, but often include a perception that outsourcing has not delivered the cost…more

Financial Management Outsourcing, Information Technology Outsourcing, Insourcing, Outsourcing, Technology

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Peter Baumgaertner

Preparing for Brazil's New Anti-Corruption Law: What In-House Counsel Should Know

Earlier this year, the Brazilian government approved a sweeping anti-corruption law known as the Brazilian Clean Companies Act ("BCCA" or "Act"), which is set to take effect on January 29, 2014. The new law provides for a wide…more

Anti-Corruption, BCCA, Brazil, Compliance, Corporate Counsel

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Mike Beasley

Beware of Mixing IT Assets and IT Managed Services

In the early days of outsourcing IT as a managed service, it was not at all unusual for a managed services price to be all inclusive of assets, services and facilities. That bundle of services and assets usually came with a…more

Business Development, Information Technology Outsourcing

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Craig Becker

70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings…more

Software, Tax Exemptions

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Stephan Becker

U.S. and UK Take Modest Steps to Restrict Exports to Russia

The Obama Administration has threatened to impose additional sanctions on Russia in response to the Ukraine crisis but so far has only blocked the assets of 32 individuals and one bank. Additionally, with little fanfare, the two…more

Exports, Foreign Policy, Russia, Sanctions, UK

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Nicole Beeler

GAO Holds That Agency Improperly Credited Offeror With Past Performance of Affiliates

In IAP World Services, Inc.; EMCOR Government Services, B-407917.2 et al. (July 10, 2013), involving a protest challenging an award by the U.S. Department of the Navy (the “Navy”) for base operating support services, the…more

Affiliates, GAO, Improper Benefit, Joint Venture, U.S. Navy

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Bradley A. Benedict

More Recent Developments Affecting Global Stock Plans – Summer 2013

As the use of equity-based compensation continues to grow around the world, different jurisdictions are striving for the right balance in the regulatory frameworks governing equity-based compensation arrangements. This update…more

CSOP, EMI Scheme, Equity Compensation, EU, SIP

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Michael Berens

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Jessica Berenyi

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Stephen Berge

Delaware Court Upholds Exclusive Forum-Selection Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld bylaws adopted by the boards of directors of Chevron Corporation and FedEx Corporation that designated Delaware as the exclusive forum for litigation…more

Bylaws, Chevron, FedEx, Forum, Forum Selection Clause

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Louis Bevilacqua

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Justin Bintrim

SEC Proposes Pay Ratio Disclosures

The Securities and Exchange Commission (SEC) has proposed rules under the Dodd-Frank Act to require public companies to disclose the ratio of the annual total compensation of their principal executive officer (PEO) to the median…more

CEOs, Disclosure Requirements, Dodd-Frank, Pay Ratio, SEC

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Bradford Blaise

Act Now to Prevent Loss of Patent Rights in March 16th Change to “First-Inventor-to-File” System

One of the most significant changes of the 2011 Leahy-Smith America Invents Act (“AIA”) takes effect on March 16, 2013, when the U.S. transitions from a “First-to-Invent” to a “First-Inventor-to-File” patent system, effectively…more

America Invents Act, First-to-File, Patent Reform, Patents, USPTO

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Caitlin Bloom

Omnibus Final Rule Issued on HIPAA/HITECH Act: Significant Changes for ‘Business Associates’

On January 25, 2013, the Department of Health and Human Services published the much-anticipated Omnibus Final Rule (the “Final Rule”), which, with respect to business associates and their subcontractors, conforms HIPAA’s Privacy…more

Business Associates, HIPAA, HIPAA Omnibus Rule, HITECH, PHI

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Andrew D. Bluth

FCC Provides Clarity for Businesses Responding to Texting Opt-Outs

Resolving a conundrum faced by every business that has entered the world of consumer texting, the FCC has ruled that businesses are not violating the federal Telephone Consumer Protection Act ("TCPA") by sending a confirmation…more

FCC, TCPA, Texting

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Jessica R. Bogo

Citing Concepcion, FINRA Panel OKs Class Action Waivers in Broker-Dealer Customer Arbitration Agreements

A Financial Industry Regulatory Authority (“FINRA”) hearing panel held that FINRA’s own rules prohibiting judicial class action waivers in broker-dealer customer arbitration agreements are preempted by the Federal Arbitration…more

Arbitration, Arbitration Agreements, AT&T Mobility v Concepcion, Broker-Dealer, Class Action

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Carrie L. Bonnington

Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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William Bowers

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Dulcie D. Brand

Dodd-Frank Protocol Carries Burdens and Benefits for Pension Plans

The Commodity Futures Trading Commission has issued new “know your customer” and external business conduct rules to give effect to certain provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act…more

CFTC, Derivatives, Dodd-Frank, Employee Benefits, ERISA

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Allen Brandt

A Precedent-Setting Ninth Circuit Victory for Tribes and Their Business Partners

In a landmark decision, the Ninth Circuit has held that state and local governments lack the power to tax permanent improvements built on non-reservation land that is held in trust by the federal government…more

Property Tax, Tribal Governments, Tribal Lands

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Kerry A. Brennan

Circuit Split in Enforceability of Arbitration Clauses in Bankruptcy Left Unresolved

In a recent summary opinion, the Supreme Court denied certiorari review of a decision, Continental Insurance Co. v. Thorpe Insulation Co. (In re Thorpe Insulation Co.), 671 F.3d 1011 (9th Cir. 2012), where the Ninth Circuit had…more

Arbitration Agreements, Continental Insurance v Thorpe Insulation, In re National Gypsum Co, SCOTUS, Split of Authority

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Allen Briskin

Omnibus Final Rule Issued on HIPAA/HITECH Act: Significant Changes for ‘Business Associates’

On January 25, 2013, the Department of Health and Human Services published the much-anticipated Omnibus Final Rule (the “Final Rule”), which, with respect to business associates and their subcontractors, conforms HIPAA’s Privacy…more

Business Associates, HIPAA, HIPAA Omnibus Rule, HITECH, PHI

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Elsa Broeker

Stay Tuned: Connecticut Bill Would Require Cash Refunds of Gift Card Balances

Connecticut may join a number of states that currently require merchants to provide the remaining balances on gift cards to consumers in cash upon request…more

Gift-Cards, Refunds

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Kimberly Buffington

Shamrock Shake: St. Patrick’s Day Earthquake in Los Angeles Is a Reminder to Check Your Property Insurance Policy

Los Angeles residents didn’t need to go to McDonald’s for their “Shamrock Shake” on St. Patrick’s Day 2014. At 6:25 a.m., a 4.4-magnitude earthquake shook L.A. County out of bed. Monday’s shake serves as a reminder to be…more

Earthquakes, Property Damage, Property Insurance

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Matthew Burke

Federal Rule and Ninth Circuit Opinion Create Huge Opportunities on Indian Land

In a set of comprehensive regulations affecting non-agricultural leasing on Indian land, the Department of the Interior, Bureau of Indian Affairs made sweeping changes and largely exempted property taxes on permanent…more

Bureau of Indian Affairs, Leases, Possessory Interest Tax, Property Tax

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Robert Burlingame

As the New gTLDs Near Launch, What's Happening and How Can You Protect Yourself?

While much of the world is finally getting a handle on the .com, .net and .org domains, we are on the brink of an explosion of hundreds of new generic top- level domains (“gTLDs”). In fact, if things go as planned, we will soon…more

gTLD, Internet, Trademarks, Websites

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Norman Carlin

Be Careful What You Look For: EPA Updates “All Appropriate Inquiries” Environmental Diligence Standard

On December 30, 2013, the U.S. Environmental Protection Agency (“EPA”) amended its “All Appropriate Inquiries” rule, which sets out the standard for environmental due diligence in commercial and industrial property transactions…more

ASTM, CERCLA, Contaminated Properties, Due Diligence, Environmental Assessments

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Donald Carr

Extort Me Not: Supreme Court Expands Protections for Permit Applicants Under the Takings Clause

The high court’s decision in Koontz v. St. John’s River Water Management District extends the landmark decisions in Nollan and Dolan, which set standards on when an agency can condition a land use permit on the relinquishment of…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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Michael J. Cataldo

Go-Biz Announces California Competes Tax Credit Application Period – And It Ends in Less Than One Month

On March 18, 2014, Go-Biz notified the public that it will only accept California Competes Credit applications for the current fiscal year between March 19, 2014 and April 14, 2014…more

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Anthony Cavender

Texas Proposes New GHG Emissions Rules

In response to the standoff between the U.S. Environmental Protection Agency (EPA) and the State of Texas over EPA’s promulgation of new rules regulating stationary-source greenhouse gas (GHG) emissions, the Texas Legislature…more

Clean Air Act, EPA, Greenhouse Gas Emissions, Permits, SCOTUS

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James Chang

28 Million Dollars in Bitcoins Deemed Forfeited to the U.S. Government

The United States Attorney's Office for the Southern District of New York announced the forfeiture of approximately 29,655 Bitcoins in connection with the seizure of the Silk Road website…more

Bitcoins, Forfeiture, Silk Road, Virtual Currency

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Alistair Charleton

Meeting New OTC Swap Reconciliation Rules May Require Better Technology and Processes

Although reconciliation of the key terms has been a best practice for over-the-counter derivative trades for some time (particularly with collateralised trades), the scale of the reconciliation exercise imposed by forthcoming…more

CFTC, Data Protection, Derivatives, Due Diligence, ESMA

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Maria Cho

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Didi Chow

California’s New LLC Law: Next Steps for California LLCs

On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (Old Act) was superseded by the California Revised Uniform Limited Liability Company Act (New Act). The New Act includes a number of substantive…more

Compliance, Corporate Governance, LLC, Operating Agreements, RULLCA

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Paul Cicelski

Tobacco Advertising Q&A

While it has been decades since Congress banned cigarette ads from the airwaves, broadcasters continue to ask for advice on whether they may air certain types of tobacco-related advertisements. In fact, questions in this area of…more

Advertising, DOJ, FCC

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Dustin Clark

New Nevada Employment Law Developments Affect Social Media, Overtime

There have been several notable and recent developments in Nevada employment law both through enacted legislation and advisory opinions issued by the Nevada Labor Commissioner. Specifically, the legislature has passed a law…more

Employee Rights, New Legislation, Social Media Policy, Unpaid Overtime

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Noa Clark

Catching Up with Winding Down: The Status of California Redevelopment Successor Agencies

Successor agencies to California’s dissolved Redevelopment Agencies (“RDAs”) continue to wind down the operations of the former RDAs under the supervision of oversight boards pursuant to Assembly Bill X1 26 (“AB 26”) as modified…more

Dissolution, Financial Cleanup Provisions, Funding, Payment Schedules, RDAs

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Howard Clemons

Health Care Reform Update: July 31 Fee Deadline for Most Self-Insured Plans

The IRS has released a revised version of Form 720 “Quarterly Federal Excise Tax Return” for sponsors of self-insured health plans to pay annual fees imposed under the Affordable Care Act. The fee for 2013 is $1 per covered…more

Affordable Care Act, Fees, Form 720, IRS, PCORI

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Ellen Cohen

Impact of Supreme Court Pro-Employer Title VII Decisions Blunted by State Laws

On June 24th, the Supreme Court issued two important decisions that narrow the circumstances under which employers can be held liable for retaliation or harassment claims under Title VII of the Civil Rights Act of 1964. In each…more

But For Causation, Causation, Civil Rights Act, EEOC, Employer Liability Issues

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Benjamin Cote

Feds’ Reliance on Environmental Activism Underscores Need for Lacey Act Compliance

The search warrant recently executed by U.S. Customs and Fish and Wildlife Service agents on a Virginia-based flooring wholesaler surrounded allegations that the company had illegally imported wood in violation of the Lacey Act,…more

Activist, Endangered Species, Environmental Crimes, Environmental Review, Fish and Wildlife Service

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Kelly Craven

Free Speech Protection for Facebook "Likes" by Public Employees

Last week, in Bland v. Roberts, the U.S. Court of Appeals for the Fourth Circuit handed a constitutional victory to Facebook and two plaintiffs who lost their jobs after displaying online support for the incumbent’s opponent in…more

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Dawn Crowell

New York’s Non-Profit Revitalization Act

The New York Non-Profit Revitalization Act of 2013 (the “Act”) was signed into law December 18, 2013, and the bulk of its provisions will take effect July 1, 2014. As we reported in our previous alert on the subject, the goals…more

Audits, Board of Directors, Compliance, Conflicts of Interest, Non-Profits

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Leo Crowley

7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair Labor…more

Asset Purchaser, Auction, FLSA, Successor Liability

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Joseph L. Cruz

Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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Ana N. Damonte

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder…more

Annual Meeting, Board of Directors, Derivative Suit, Executive Compensation, Exit Strategies

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Brooke Daniels

Big Data, Big Trouble? Privacy and Legal Concerns with Big Data

Google has figured out that I shop for a lot of children's clothing online, as my two children grow like weeds. Every time I launch a search, my banner ads link to brands that I have bought previously or similar brands that…more

Big Data, Data Breach, Data Protection, Privacy Laws, Social Media

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Benjamin M. Dean

Contract Issues to Consider if Offshore Services are in your Software as a Service (SAAS) or Cloud Agreement

Customers increasingly are taking advantage of Software as a Service (SAAS) and other cloud-based solutions available in the marketplace. There are of course many legal and commercial issues that customers should consider when…more

Cloud Computing, Offshoring, SAAS, Technology

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Marley Degner

Things To Consider Before Counseling During Deposition

What should an attorney do in the middle of a deposition if her client answers in a way that suggests a misunderstanding of the question or a sudden loss of memory? She will likely want to confer with her client at the next…more

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Craig deRidder

Trends in Single-Family Housing

Rising home values in many areas of the country and improved economic data have buoyed hopes that the recession may be behind us, but no one expects an immediate return of either pre-2007 home value appreciation or the loose…more

Foreclosure, Investors, Mortgage Loan Servicing Standards, Mortgages, REO Portfolios

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Meghan Doherty

Executive Order Issued on Minimum Wage for Federal Contractors and Subcontractors

On February 12, 2014, President Obama issued an Executive Order to raise the minimum wage for Federal contractors and subcontractors under certain contracts, as he had foreshadowed in this year’s State of the Union. The…more

Executive Orders, Federal Contractors, Minimum Wage

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Kathryn Donovan

Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

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Patrick Doody

Act Now to Prevent Loss of Patent Rights in March 16th Change to “First-Inventor-to-File” System

One of the most significant changes of the 2011 Leahy-Smith America Invents Act (“AIA”) takes effect on March 16, 2013, when the U.S. transitions from a “First-to-Invent” to a “First-Inventor-to-File” patent system, effectively…more

America Invents Act, First-to-File, Patent Reform, Patents, USPTO

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Mario F. Dottori

Avoiding the Pitfalls of the "Unlimited" License - Four questions you should ask: The Third Question

Let's quickly revisit the scenario we've been following through our first two installments. That is, you are a CIO faced with a decision on whether or not to enter into an "enterprise" or an "unlimited" license arrangement with…more

License Agreements, Licenses

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Ildiko Duckor

New Custody Compliance Tasks for California Registered Advisers Effective April 1

The California Commissioner of Business Oversight (“Commissioner”) recently amended California’s custody rule 10 C.C.R. Section 260.237 (the “New Custody Rule”). The New Custody Rule will be effective on April 1, 2014…more

Compliance, Investment Adviser, Registration

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Jeetander Dulani

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities,…more

DOJ, FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

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Alvin Dunn

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities,…more

DOJ, FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

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Lisa Earl

Why Indemnities Matter

Most business clients would rather be in the dentist's chair than sit through negotiation of the indemnity and liability provisions of their agreement. Admit it: your eyes glaze over, time appears to visibly slow down, and you…more

Indemnification, Indemnity Agreements

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Bruce Ericson

Supreme Court Finds No Fraud Exception to Five-Year Statute of Limitations for Government Lawsuits Seeking Civil Penalties

The U.S. Supreme Court’s recent decision in Gabelli v. Securities Exchange Commission (Feb. 27, 2013) rejects an attempt by the Securities and Exchange Commission to extend a statute of limitations by invoking a “discovery…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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Emily Erlingsson

Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

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Ranah Esmaili

Congress Raises the Stakes for Theft of Trade Secrets with Passage of Two New Laws

The old adage that crime does not pay rings particularly true in the aftermath of two pieces of recent legislation aimed at raising the penalties for trade secret theft: the Theft of Trade Secrets Clarification Act and the…more

Aleynikov, Economic Espionage Act, Misappropriation, Penalties, Theft of Trade Secrets Clarification Act

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Steven Farmer

2014 Sees The First Fines For Violations Of EU Cookie Laws

Much has been said about the EU "Cookie" laws introduced by an amendment to the Privacy and Electronic Communications Directive in 2011. Companies with European customers (including those in the US) have grappled with the law's…more

Cookies, Cybersecurity, Data Protection, EU, EU Data Protection Laws

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Evan Finkel

Federal Circuit’s Split Decision on Software Patents in CLS Bank Satisfied No One and Confused All

Section 101 of the patent statute lists the categories of subject matter eligible for patent protection as including “any new and useful process, machine, manufacture, or composition of matter, or any new and useful improvement…more

CLS Bank, CLS Bank v Alice Corp, Patent-Eligible Subject Matter, Patents, SCOTUS

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Nancy Fischer

U.S. and UK Take Modest Steps to Restrict Exports to Russia

The Obama Administration has threatened to impose additional sanctions on Russia in response to the Ukraine crisis but so far has only blocked the assets of 32 individuals and one bank. Additionally, with little fanfare, the two…more

Exports, Foreign Policy, Russia, Sanctions, UK

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Eric Fishman

U.S. Government Shutdown: Will Performance of Private Contracts Be Excused?

With Congress unable to reach an agreement on a continuing resolution, the federal government shut down all “non-essential” services on October 1, 2013. The shutdown will remain in effect until Congress passes appropriations…more

Breach of Contract, Force Majeure Clause, Government Shutdown, Specific Performance

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Edward Flanders

U.S. Government Shutdown: Will Performance of Private Contracts Be Excused?

With Congress unable to reach an agreement on a continuing resolution, the federal government shut down all “non-essential” services on October 1, 2013. The shutdown will remain in effect until Congress passes appropriations…more

Breach of Contract, Force Majeure Clause, Government Shutdown, Specific Performance

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Lauren Lynch Flick

FCC Provides Clarity for Businesses Responding to Texting Opt-Outs

Resolving a conundrum faced by every business that has entered the world of consumer texting, the FCC has ruled that businesses are not violating the federal Telephone Consumer Protection Act ("TCPA") by sending a confirmation…more

FCC, TCPA, Texting

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Scott Flick

Tobacco Advertising Q&A

While it has been decades since Congress banned cigarette ads from the airwaves, broadcasters continue to ask for advice on whether they may air certain types of tobacco-related advertisements. In fact, questions in this area of…more

Advertising, DOJ, FCC

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Kevin Fong

A Precedent-Setting Ninth Circuit Victory for Tribes and Their Business Partners

In a landmark decision, the Ninth Circuit has held that state and local governments lack the power to tax permanent improvements built on non-reservation land that is held in trust by the federal government…more

Property Tax, Tribal Governments, Tribal Lands

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Alina Fortson

Be Careful What You Look For: EPA Updates “All Appropriate Inquiries” Environmental Diligence Standard

On December 30, 2013, the U.S. Environmental Protection Agency (“EPA”) amended its “All Appropriate Inquiries” rule, which sets out the standard for environmental due diligence in commercial and industrial property transactions…more

ASTM, CERCLA, Contaminated Properties, Due Diligence, Environmental Assessments

See All Updates »

Peter Freeman

Trends in Single-Family Housing

Rising home values in many areas of the country and improved economic data have buoyed hopes that the recession may be behind us, but no one expects an immediate return of either pre-2007 home value appreciation or the loose…more

Foreclosure, Investors, Mortgage Loan Servicing Standards, Mortgages, REO Portfolios

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Amanda Freyre

Superstorm Sandy and Con Edison’s Power Shutdown: Lessons from Johnson Gallagher

In the wake of Superstorm Sandy, property insurers have repeatedly denied coverage for business owners in lower Manhattan – arguing that ConEd intentionally cut off power to its networks and that flooding damaged ConEd’s…more

Hurricane Sandy, Property Damage, Property Insurance, Utilities Sector

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Elizabeth Fry

American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

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David Furbush

High Court Limits Application of Phrase “In Connection With” for Federal Securities Laws

On February 26, 2014, the U.S. Supreme Court ruled in Chadbourne & Parke LLP v. Troice et al. that the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) does not preclude class action lawsuits asserting state law…more

Chadbourne & Parke LLP v Troice, Claim Preclusion, Class Action, Ponzi Scheme, SCOTUS

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Jeffrey Gans

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Roberto Garcia

Maryland Expands Recordation and Transfer Tax Exemption to Include LLC Transactions

Effective July 1, 2013, Maryland’s recordation and transfer tax exemption for transfers of real property between related entities will be available to limited liability companies. The exemption, previously applicable only to…more

LLC, Recordation, Tax Exemptions, Transfer Taxes

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James G. Gatto

IRS Issues Significant Convertible Virtual Currency Ruling – Bitcoin Community Abuzz

The IRS has issued its first major ruling on the U.S. federal tax implications of transactions in, or transactions that use, Bitcoin and other convertible virtual currencies. The ruling stresses that it relates to convertible…more

Bitcoins, IRS, Property Tax, Virtual Currency

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Amy Gaylord

Improvements Proposed to Regulations Governing Petitions to the California State Water Resources Control Board

Anyone who has challenged the action or inaction of a Regional Water Quality Control Board (“Regional Board”) knows that more often than not, by the time the State Water Resources Control Board (“State Board”) takes action on a…more

Environmental Policies, Water, Water Supplies

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Bobby Ghajar

Ninth Circuit Eliminates Presumption of Irreparable Injury for Plaintiffs Seeking Preliminary Injunctions in Trademark Cases

Ending years of uncertainty and division among district courts, the Ninth Circuit recently ruled that a trademark plaintiff must establish a likelihood of irreparable harm to obtain a preliminary injunction in a trademark case…more

Irreparable Harm, Preliminary Injunctions, Rebuttable Presumptions, Trademark Litigation, Trademarks

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Peter M. Gillon

Insurance and the Polar Vortex: Recovering Losses from the Big Chill of 2014

The first two weeks of 2014 ushered in an extraordinary weather disaster affecting most of the United States, causing extensive property damage and business interruption as a result of freezing temperatures. On January 3, 2014,…more

Commercial General Liability Policies, Economic Damages, Multiple Occurences, Polar Vortex, Property Damage

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Kristina Gilmore

New Nevada Employment Law Developments Affect Social Media, Overtime

There have been several notable and recent developments in Nevada employment law both through enacted legislation and advisory opinions issued by the Nevada Labor Commissioner. Specifically, the legislature has passed a law…more

Employee Rights, New Legislation, Social Media Policy, Unpaid Overtime

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Alexander Ginsberg

Who Says Life’s Not Fair: Good Faith and Fair Dealing Prevails in Metcalf Case.

In a ruling highly anticipated among government contractors, the United States Court of Appeals for the Federal Circuit held on February 11, 2014, in Metcalf Construction Company, Inc. v. United States, No. 2013-5041 (Fed. Cir…more

Covenant of Good Faith and Fair Dealing, Employee Benefits, Federal Contractors, Good Faith

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James Glasgow

The NRC’s Foreign Ownership Policy: Charting a New Course for the 21st Century

In spite of the growing globalization of the nuclear energy industry, the prohibition on foreign ownership, control or domination (FOCD) of U.S. nuclear power plants has substantially hindered foreign investment in new U.S…more

Atomic Energy Act, Energy, FOCD, Foreign Investment, Foreign Ownership

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Sarah A. Good

Delaware Court Upholds Exclusive Forum-Selection Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld bylaws adopted by the boards of directors of Chevron Corporation and FedEx Corporation that designated Delaware as the exclusive forum for litigation…more

Bylaws, Chevron, FedEx, Forum, Forum Selection Clause

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Jay Gould

New Custody Compliance Tasks for California Registered Advisers Effective April 1

The California Commissioner of Business Oversight (“Commissioner”) recently amended California’s custody rule 10 C.C.R. Section 260.237 (the “New Custody Rule”). The New Custody Rule will be effective on April 1, 2014…more

Compliance, Investment Adviser, Registration

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Roger Grandgenett

Nevada Clarifies Medical Marijuana Law and Enacts New Law on Arbitration Agreements

Two notable developments to Nevada employment law took place in 2013. The Nevada Legislature not only clarified some ambiguities in the medical marijuana law as it relates to employers, but also enacted a new arbitration…more

Arbitration, Arbitration Agreements, Marijuana, Medical Marijuana

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Blaine Green

Federal Rule and Ninth Circuit Opinion Create Huge Opportunities on Indian Land

In a set of comprehensive regulations affecting non-agricultural leasing on Indian land, the Department of the Interior, Bureau of Indian Affairs made sweeping changes and largely exempted property taxes on permanent…more

Bureau of Indian Affairs, Leases, Possessory Interest Tax, Property Tax

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Eric Green

SEC Proposes Pay Ratio Disclosures

The Securities and Exchange Commission (SEC) has proposed rules under the Dodd-Frank Act to require public companies to disclose the ratio of the annual total compensation of their principal executive officer (PEO) to the median…more

CEOs, Disclosure Requirements, Dodd-Frank, Pay Ratio, SEC

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Thomas Gump

New Amendments to UCC Article 9 Now Effective in Most Jurisdictions

On July 1, 2013, amendments to Article 9 of the Uniform Commercial Code, which governs using personal property as collateral, became effective in most jurisdictions. The changes to Article 9 a ect both existing and future…more

Article 9, Collateral, Debtors, Personal Property, Registration

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Christopher D. Gunson

'Reps' and Warranties: One Could Cost More Than the Other Under English Contract Law

Contractual representations and warranties are often grouped together, referred to in shorthand as “reps and warranties.” The differences between the two concepts are often forgotten, but the distinction is important: a…more

Contract Interpretation, GAAP, Representations and Warranties, Stock Purchase Agreement, UK

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Peter Hahn

Casinos Go Virtual

In late February 2013 the New Jersey Legislature passed legislation allowing on-line wagering, subject to certain limitations. This legislation was signed into law by Governor Chris Christie. Under the new law, licensed…more

Casinos, Chris Christie, Licenses, Online Gaming

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George Haley

New Amendments to UCC Article 9 Now Effective in Most Jurisdictions

On July 1, 2013, amendments to Article 9 of the Uniform Commercial Code, which governs using personal property as collateral, became effective in most jurisdictions. The changes to Article 9 a ect both existing and future…more

Article 9, Collateral, Debtors, Personal Property, Registration

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Amanda Halter

Texas Proposes New GHG Emissions Rules

In response to the standoff between the U.S. Environmental Protection Agency (EPA) and the State of Texas over EPA’s promulgation of new rules regulating stationary-source greenhouse gas (GHG) emissions, the Texas Legislature…more

Clean Air Act, EPA, Greenhouse Gas Emissions, Permits, SCOTUS

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Ellen Harrison

American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

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Kimberly Harshaw

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Sheila Harvey

Did EPA Overstep in Applying Soil Vapor Intrusion Guidance to Commercial Buildings?

In April 2013, U.S. EPA’s Office of Solid Waste and Emergency Response issued two guidance documents on soil vapor intrusion. One addresses general soil vapor intrusion issues, while the other is specific to petroleum vapor…more

Commercial Leases, Environmental Assessments, Environmental Claims, EPA, OSHA

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Kirke Hasson

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

See All Updates »

Mark R. Hellerer

New FCPA Guidance Provides Insight Into Government’s View of Corporate Compliance

On November 14, 2012, the Foreign Corrupt Practices Act “Resource Guide” (the “Guidance”) was finally published, and at well over 100 pages, it constitutes a “non-binding informal summary” of various statutes, U.S. Department of…more

Compliance, DOJ, FCPA, FCPA Resource Guide, SEC

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Robert Herr

Catching Up with Winding Down: The Status of California Redevelopment Successor Agencies

Successor agencies to California’s dissolved Redevelopment Agencies (“RDAs”) continue to wind down the operations of the former RDAs under the supervision of oversight boards pursuant to Assembly Bill X1 26 (“AB 26”) as modified…more

Dissolution, Financial Cleanup Provisions, Funding, Payment Schedules, RDAs

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Daniel S. Herzfeld

Executive Order Issued on Minimum Wage for Federal Contractors and Subcontractors

On February 12, 2014, President Obama issued an Executive Order to raise the minimum wage for Federal contractors and subcontractors under certain contracts, as he had foreshadowed in this year’s State of the Union. The…more

Executive Orders, Federal Contractors, Minimum Wage

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Michael P. Heuga

FTC Warns Hotels Against Providing Price Quotes That Lack Mandatory Taxes and Fees

On November 28, 2012, the Federal Trade Commission (“FTC”) announced that it sent letters to 22 hotel operators warning them that their online reservation sites may violate the law by misrepresenting hotel room prices. In…more

Advertising, FTC, Misrepresentation

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Michael Hindus

Mexico Adopts Major Energy Reforms Restructuring its Electric Power Sector

Mexico has recently adopted amendments to the Mexican Constitution that will profoundly change all aspects of the electric power sector in Mexico. Among other things, those amendments reduce the role of the State in the power…more

Electricity, Energy Reform, Investor-Owned Utilities, Mexico, Utilities Sector

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Gerry Hinkley

Omnibus Final Rule Issued on HIPAA/HITECH Act: Significant Changes for ‘Business Associates’

On January 25, 2013, the Department of Health and Human Services published the much-anticipated Omnibus Final Rule (the “Final Rule”), which, with respect to business associates and their subcontractors, conforms HIPAA’s Privacy…more

Business Associates, HIPAA, HIPAA Omnibus Rule, HITECH, PHI

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Lawrence Hoenig

70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings…more

Software, Tax Exemptions

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Keith Hudolin

Impact of Supreme Court Pro-Employer Title VII Decisions Blunted by State Laws

On June 24th, the Supreme Court issued two important decisions that narrow the circumstances under which employers can be held liable for retaliation or harassment claims under Title VII of the Civil Rights Act of 1964. In each…more

But For Causation, Causation, Civil Rights Act, EEOC, Employer Liability Issues

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Peter J. Hunt

IRS Releases Further Guidance for Retirement Plans on Treatment of Same-Sex Spouses

In IRS Notice 2014-19 and accompanying FAQs, the Internal Revenue Service (“IRS”) issued long-awaited guidance addressing the treatment of same-sex spouses under qualified retirement plans such as 401(k) and defined benefit…more

DOMA, IRS, Marriage, Qualified Retirement Plans, Retirement Plan

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Laura Hurtado

Things To Consider Before Counseling During Deposition

What should an attorney do in the middle of a deposition if her client answers in a way that suggests a misunderstanding of the question or a sudden loss of memory? She will likely want to confer with her client at the next…more

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Jeffrey Hutchings

Database Marketing Outsourcing

Database marketing outsourcing is a strategic transaction for retailers. This type of outsourcing can facilitate the integration of diverse marketing channels (e.g., web, social media, catalog and in-store sales) and enable more…more

Business Development, Databases, Marketing, Outsourcing

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Aaron R. Hutman

U.S. and UK Take Modest Steps to Restrict Exports to Russia

The Obama Administration has threatened to impose additional sanctions on Russia in response to the Ukraine crisis but so far has only blocked the assets of 32 individuals and one bank. Additionally, with little fanfare, the two…more

Exports, Foreign Policy, Russia, Sanctions, UK

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Stephen Huttler

India’s Aviation Safety Rating Downgrade Could Have Cascading Effects

On January 31, 2014, the U.S. Federal Aviation Administration (FAA) downgraded India’s aviation safety rating to Category 2 under the FAA’s International Aviation Safety Assessment (IASA) program – a program designed to ensure…more

Aviation Industry, FAA, IASA, ICAO, India

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Jerald Jacobs

New York’s Non-Profit Revitalization Act

The New York Non-Profit Revitalization Act of 2013 (the “Act”) was signed into law December 18, 2013, and the bulk of its provisions will take effect July 1, 2014. As we reported in our previous alert on the subject, the goals…more

Audits, Board of Directors, Compliance, Conflicts of Interest, Non-Profits

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David Jakopin

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

See All Updates »

Robert James

The Oil and Gas Law Review: United States: California

In This Review: - I Introduction - II Legal And Regulatory Framework - III Licensing - IV Production Restrictions - V Assignments Of Interests - VI Tax - VII Environmental Impact…more

Assignments, Business Taxes, Energy, Environmental Impact Report, Environmental Policies

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Joseph Jean

Superstorm Sandy and Con Edison’s Power Shutdown: Lessons from Johnson Gallagher

In the wake of Superstorm Sandy, property insurers have repeatedly denied coverage for business owners in lower Manhattan – arguing that ConEd intentionally cut off power to its networks and that flooding damaged ConEd’s…more

Hurricane Sandy, Property Damage, Property Insurance, Utilities Sector

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John Jensen

Affiliates of Indicted Contractor May Face Longer Suspension

The United States Court of Appeals for the Eleventh Circuit recently confirmed that the Government has the ability to suspend “affiliates” of a suspended contractor, even though there is no allegation that the affiliates…more

Affiliates, Contractors, Due Process, Federal Acquisition Regulations, Indictments

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David Johnson

Public Sector Outsourcing: Events and Lessons from 2013

2013 was not a stellar year for public sector outsourcing. As we reported in an earlier blog article, Indiana is appealing judgment in an ongoing court battle with IBM over a troubled welfare claims processing project. Agencies…more

Australia, Health and Welfare Plans, Healthcare, Outsourcing, Unemployment

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Jerry R. Jolly

Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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Mark Jones

Health Care Reform Update: Employers Must Begin Reporting Details of Health Coverage to IRS

The Patient Protection and Affordable Care Act (“ACA”) imposes significant new reporting requirements on employers providing self-insured group health coverage to their employees and employers subject to the shared…more

Affordable Care Act, Healthcare, Healthcare Reform, IRS, Pay or Play

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Melissa Jones-Prus

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Julia Judish

Government Contractors Face Expanded Affirmative Action Requirements

As its landmark initiative, the Obama Administration’s Office of Federal Contract Compliance Programs (“OFCCP”) issued expansive new regulations requiring government contractors to undertake greater efforts to employ veterans…more

Affirmative Action, Disability, Federal Contractors, OFCCP, Veterans

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Stephen Jurgenson

Developments in Renewable Energy in Saudi Arabia

A number of projects and initiatives may mark the beginning of a new renewable energy industry in Saudi Arabia. The Middle East and North Africa region has an extraordinary potential for the development of renewable…more

Clean Energy, Energy Policy, Kyoto Protocol, Middle East, Renewable Energy

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Sean Kane

Copyright Assignment Termination After 35 Years: The Video Game Industry Comes of Age

A little-known section of the Copyright Act allows designers and developers of video games to terminate copyright assignments granted after January 1, 1978. Section 203 of the Act was intended to give creators of…more

Assignments, Copyright, Termination, The Copyright Act, Video Games

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Jenna Karadbil

New York Appeals Court Reinstates Poker Conviction

The NY appeals court reinstated a gambling conviction against a man who ran an illegal Texas Hold'em lounge. Originally, the gambling conviction was dismissed, largely based on the argument that poker was a game of skill, and…more

Convictions, Gambling, Online Poker

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Riaz Karamali

FAQ for Entrepreneurs

You’re an entrepreneur and you have a great idea for a new product. Or maybe you’ve already created a product, like an app, and have sold it to several customers. So, when should you talk to a lawyer and what should you ask?…more

Emerging Growth Companies, Entrepreneurs, Startups

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Michael Kass

Supreme Court Raises Bar for Class Certification

In Comcast Corporation, et al. v. Behrend, the US Supreme Court reversed two lower courts in concluding that the Plaintiffs failed to satisfy Rule 23(b)(3) because their expert’s report did not establish that damages could be…more

Class Action, Class Certification, Comcast, Comcast v. Behrend, Damages

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Christine Kearns

New York AG Takes a Swipe at Payroll Cards

Employers and employees are increasingly turning to payroll cards, rather than paper paychecks, to pay and receive their payrolls. However, a class action was filed recently in Pennsylvania challenging certain practices and it…more

Attorney Generals, Class Action, Passwords, Payroll Cards, Payroll Records

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James Kelly

Private Equity: Blindsided by the FCPA — Hedging Against Anti-Corruption Deal Risk

Until a few years ago, private equity firms enjoyed relative insulation from regulatory scrutiny of overseas acquisitions and the operations of multi-national portfolio companies. No longer is that the case. Spurred by the…more

Acquisitions, Anti-Corruption, DOJ, FCPA, Foreign Investment

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Colin Kemp

Daimler AG v. Bauman: Court Again Rejects a “Sprawling View of General Jurisdiction”

On January 14, 2014, the U.S. Supreme Court in Daimler AG v. Bauman held that Argentinian plaintiffs could not sue a German car manufacturer in California for human rights violations allegedly committed in Argentina. The Court…more

Attorney Generals, DaimlerChrysler, DaimlerChrysler v Bauman, Foreign Corporations, Foreign Nationals

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Joseph Kendall

Obamacare HealthCare.gov Issues Serve as a Reminder to Embrace Best Practices in Software Development and Integration Projects

October 1st marked the beginning of open enrollment for the federal and state health care exchanges ("Exchanges") created to comply with the Affordable Care Act ("ACA") of 2010, commonly referred to as Obamacare. The creation of…more

Affordable Care Act, Health Insurance Exchanges, Healthcare, Open Enrollment, Software

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Mark Kendrick

What You Should Know About Electronic Subscriptions and Copyright Law: A Best Practices Guide

Increasingly, printed matter is being made available via the Internet in electronic form, and both publishers and readers alike are starting to prefer an online format over the printed hardcopy format. One example is electronic…more

Compliance, Copyright, e-Books, Enforcement, Internet

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Jeffrey Kiburtz

An American Policyholder in London: English Choice of Law Clauses in United States Insurance Policies

While certainly not the norm, it is not uncommon for insurance policies issued to companies based in the United States, particularly large commercial and excess policies brokered on the London Market, to contain choice of law…more

Choice-of-Law, Jurisdiction, UK

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James Klein

Deadlines Coming for Multinationals’ Retirement Plans and U.S. Taxpayers with Foreign Financial Interests

In 2010, the U.S. enacted a sweeping change in enforcement of its tax laws on foreign financial interests, the Foreign Account Tax Compliance Act (FATCA). The main thrust of the act is to penalize foreign financial institutions…more

Bank Secrecy Act, FACTA, FATCA, FATCA Timeline, FBAR

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Jeffrey Knight

Be Careful What You Look For: EPA Updates “All Appropriate Inquiries” Environmental Diligence Standard

On December 30, 2013, the U.S. Environmental Protection Agency (“EPA”) amended its “All Appropriate Inquiries” rule, which sets out the standard for environmental due diligence in commercial and industrial property transactions…more

ASTM, CERCLA, Contaminated Properties, Due Diligence, Environmental Assessments

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Joshua B. Konvisser

What Does the SOX Say?

Any negotiation for cloud and outsourced services undoubtedly ends up in a debate over what audits are appropriate, what are required, and who will pay for them. With numerous stakeholders, the business owner is often left with…more

Compliance, Corporate Counsel, Corporate Governance, Sarbanes-Oxley, Shareholders

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Justin Krawitz

Health Care Reform Update: July 31 Fee Deadline for Most Self-Insured Plans

The IRS has released a revised version of Form 720 “Quarterly Federal Excise Tax Return” for sponsors of self-insured health plans to pay annual fees imposed under the Affordable Care Act. The fee for 2013 is $1 per covered…more

Affordable Care Act, Fees, Form 720, IRS, PCORI

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Nicholas Krohn

Legislative Update: New Texas Laws Affecting the Environment or Environmental Regulation

This Texas legislative session brought several notable environment- and energy-related changes. The major standouts are culled and summarized in this Pillsbury Legislative Update…more

Attorney-Client Privilege, Audits, Background Checks, Disclosure Requirements, Flood Zones

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Scott E. Landau

More Recent Developments Affecting Global Stock Plans – Summer 2013

As the use of equity-based compensation continues to grow around the world, different jurisdictions are striving for the right balance in the regulatory frameworks governing equity-based compensation arrangements. This update…more

CSOP, EMI Scheme, Equity Compensation, EU, SIP

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Theresa Lee

Safe Tweeting: SEC Provides Guidance on Social Media and Regulation FD Compliance

The SEC has provided guidance to publicly reporting companies on how to use popular social networking sites, such as Facebook and Twitter, consistent with federal securities laws. On April 2, 2013, the Securities and…more

Facebook, Investors, Netflix, Public Disclosure, Reed Hastings

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Anne Leidich

DOE Issues New “Strategy” for Nuclear Waste Management and Disposal

On January 11, 2013, the Department of Energy (“DOE”) issued its response to the recommendations of the Blue Ribbon Commission on America’s Nuclear Future regarding next steps for spent nuclear fuel management and disposal in…more

DOE, Nuclear Power, Waste

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Michael Lepre

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

See All Updates »

Mark Lessard

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Paul Levin

Catching Up with Winding Down: The Status of California Redevelopment Successor Agencies

Successor agencies to California’s dissolved Redevelopment Agencies (“RDAs”) continue to wind down the operations of the former RDAs under the supervision of oversight boards pursuant to Assembly Bill X1 26 (“AB 26”) as modified…more

Dissolution, Financial Cleanup Provisions, Funding, Payment Schedules, RDAs

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Teresa T. Lewi

Update: Amendments to New York City’s Paid Sick Leave Law

On March 20, 2014, New York City Mayor Bill de Blasio signed into law the first piece of legislation in his tenure: amendments to the Earned Sick Time Act (“ESTA”) that impose additional requirements on almost all private…more

Employee Rights, Paid Leave, Sick Leave, Wage and Hour

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David Lindley

U.S. Government Shutdown: Will Performance of Private Contracts Be Excused?

With Congress unable to reach an agreement on a continuing resolution, the federal government shut down all “non-essential” services on October 1, 2013. The shutdown will remain in effect until Congress passes appropriations…more

Breach of Contract, Force Majeure Clause, Government Shutdown, Specific Performance

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Gabriella Lombardi

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards of…more

Board of Directors, Compliance, Insider Trading, Material Nonpublic Information, Rule 10b-5

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Liz Lord

Rhode Island Cleans Up Problematic Superfund Precedent That Undermined Federal Settlements

The U.S. District Court for the District of Rhode Island has vacated its 2010 summary judgment decision in Ashland Inc. v. GAR Electroforming, 729 F. Supp. 2d 526 (D.R.I. 2010), just days after receiving an amicus memorandum by…more

CERCLA, Contribution Protection, Environmental Liability, Settlement, Superfund

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Frederick Lowell

Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

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Lindsay A. Lutz

FTC Expands Focus on Tracking and Use of Consumers’ Location Data

Over the past few years, the Federal Trade Commission (“FTC”) has provided guidance regarding mobile platforms and app providers’ practices of collecting data about consumers’ locations through their mobile devices, with a focus…more

FTC, Geolocation, Mobile Apps

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Joseph T. Lynyak III

Final Federal Reserve Rules for Foreign Banking Organizations

This Alert describes the final regulations issued by the Federal Reserve Board (the “FRB”) on February 18, 2014, that radically modify the former requirements applicable to foreign banking organizations (“FBOs”) pursuant to the…more

Banks, Dodd-Frank, Federal Reserve, Foreign Banks, Regulation K

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Thomas N. Makris

Final Wellness Regulations Create New Program Categories and Complications

The Departments of Labor, Treasury and Health and Human Services (the “Departments”) recently published final Affordable Care Act (“ACA”) regulations on wellness programs, effective in 2014. The regulations retain the existing…more

Affordable Care Act, DOL, EEOC, Employee Benefits, Healthcare

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Stephen Markus

The NRC’s Foreign Ownership Policy: Charting a New Course for the 21st Century

In spite of the growing globalization of the nuclear energy industry, the prohibition on foreign ownership, control or domination (FOCD) of U.S. nuclear power plants has substantially hindered foreign investment in new U.S…more

Atomic Energy Act, Energy, FOCD, Foreign Investment, Foreign Ownership

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Brian Martin

California Consumers Have Standing to Sue When Merchandise Is Falsely Advertised as “On Sale”

The Ninth Circuit has held that allegations a consumer was misled into purchasing merchandise based on false advertising that the items had been marked down from a fictitious “original” price are sufficient to confer standing…more

Advertising, False Advertising, Misrepresentation, Unfair Competition, Unfair Pricing

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James Masetti

Montage IPO – Are The U.S. Markets Re-Opening To Chinese Companies?

The U.S. capital markets—the largest in the world—have been all but closed to Chinese companies for more than two years. The successful IPO of Montage Technology, and e-commerce giant Alibaba’s announcement that it will seek a…more

Audits, Capital Markets, China, Corporate Governance, Foreign Corporations

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Anita Mayo

Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

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Jennifer Jordan McCall

American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

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John A. McMillan

New FCPA Guidance Provides Insight Into Government’s View of Corporate Compliance

On November 14, 2012, the Foreign Corrupt Practices Act “Resource Guide” (the “Guidance”) was finally published, and at well over 100 pages, it constitutes a “non-binding informal summary” of various statutes, U.S. Department of…more

Compliance, DOJ, FCPA, FCPA Resource Guide, SEC

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Michael McNamara

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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John B. McNeece, III

Mexico Adopts Major Energy Reforms Restructuring its Electric Power Sector

Mexico has recently adopted amendments to the Mexican Constitution that will profoundly change all aspects of the electric power sector in Mexico. Among other things, those amendments reduce the role of the State in the power…more

Electricity, Energy Reform, Investor-Owned Utilities, Mexico, Utilities Sector

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James McPhillips

The UDAAP Trap: Avoiding CFPB Penalties for Financial Institutions Using Third Party Services

In response to the financial crisis and recession in the United States that began in 2007, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (now commonly known as "Dodd-Frank"). Dodd-Frank…more

CFPB, Compliance, Dodd-Frank, Employer Liability Issues, Third-Party Liability

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Aileen Meyer

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities,…more

DOJ, FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

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Catherine Meyer

FTC Expands Focus on Tracking and Use of Consumers’ Location Data

Over the past few years, the Federal Trade Commission (“FTC”) has provided guidance regarding mobile platforms and app providers’ practices of collecting data about consumers’ locations through their mobile devices, with a focus…more

FTC, Geolocation, Mobile Apps

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Vincent Morgan

Help Clients Insure Against Cyberattacks

The constant threat of cyberattacks presents many and varying challenges for businesses. Insurance provides one way to deal with them…more

Cyber Attacks, Cyber Insurance, Cybersecurity, SEC

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Thomas Morton

IRS Issues Long-Promised Guidance Following Historic Boardwalk Decision

To welcome in the new year, the Internal Revenue Service (the “IRS”) issued Rev. Proc. 2014-12, 2014-3 I.R.B. 415, to provide administrative guidance to the federal historic tax credit industry in the aftermath of the Third…more

IRS, Rehabilitation Benefits, Safe Harbors, Tax Credits

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Sanjay Mullick

India’s Aviation Safety Rating Downgrade Could Have Cascading Effects

On January 31, 2014, the U.S. Federal Aviation Administration (FAA) downgraded India’s aviation safety rating to Category 2 under the FAA’s International Aviation Safety Assessment (IASA) program – a program designed to ensure…more

Aviation Industry, FAA, IASA, ICAO, India

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Michael Murphy

Pillsbury Bloggers in the News: 8 Tips to Deal With Liability When Outsourcing to Multiple IT Vendors

Mario Dottori is quoted in Stephanie Overby's recent CIO.com article discussing 8 Tips to Deal With Liability When Outsourcing to Multiple IT Vendors. "In theory, a multi-provider service delivery environment should not…more

Employer Liability Issues, Information Technology Outsourcing, Third-Party Risk

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Patrick J. Myers

Some New (and Some Rejected) Exemptions to the Digital Millennium Copyright Act

The U.S. Copyright Office issued its exemptions to the Digital Millennium Copyright Act of 1998 ("DMCA") on October 26. The exemptions, effective as of Oct. 28, define the limited circumstances in which users are allowed to…more

DMCA

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Joseph Nash

A One Trick Pony

Labor arbitrage has long been a feature of ITOs. With off-shore to on-shore staffing ratios in the 65:35 to 75:25 range, suppliers have long used arbitrage to deliver significantly lower pricing. IT organizations have made many…more

Arbitration, Employer Liability Issues

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Richard Nielsen

70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings…more

Software, Tax Exemptions

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Vipul Nishawala

Subcontracting in the Cloud

The rise of cloud computing services and the privacy/security issues involved have been much discussed. But when customers procure cloud-based services, a critical "behind the scenes" issue is often overlooked: is the cloud…more

Cloud Computing, Cybersecurity, Software, Subcontractors, Supply Chain

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Bradley Noojin

SEC Proposes Pay Ratio Disclosures

The Securities and Exchange Commission (SEC) has proposed rules under the Dodd-Frank Act to require public companies to disclose the ratio of the annual total compensation of their principal executive officer (PEO) to the median…more

CEOs, Disclosure Requirements, Dodd-Frank, Pay Ratio, SEC

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Meighan O'Reardon

How Significant is the Wyndham Case to the US Cybersecurity Legal Landscape?

The security community has been abuzz this week with the US. District Court of New Jersey's April 7 ruling in Federal Trade Commission v. Wyndham Worldwide Corporation, et al. Wyndham had asserted in a motion to dismiss that the…more

Cybersecurity, Enforcement Actions, FTC, Hotels, Personally Identifiable Information

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Aaron M. Oser

Remain Vigilant: Managing Cybersecurity Risks in Third-Party Outsourcing Relationships

Managing third-party suppliers presents significant compliance challenges that often span an organization, raising legal, insurance, human resources and technology concerns, to name just a few. Corporations will continue to…more

Cybersecurity, Cybersecurity Framework, Information Technology Outsourcing, Outsourcing, Third-Party Relationships

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Charlotta Otterbeck

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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Anil Pandare

Applications Outsourcing Pricing - Part 3

As noted in our previous blog postings on the subject (Applications Outsourcing Pricing - Part 1 and Applications Outsourcing Pricing - Part 2), the most prevalent model for pricing applications outsourcing services involves the…more

Applications, Competitive Bidding, Fees, Financial Planning, Outsourcing

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Alexander Parachini

7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair Labor…more

Asset Purchaser, Auction, FLSA, Successor Liability

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JiJi Park

Stay Tuned: Connecticut Bill Would Require Cash Refunds of Gift Card Balances

Connecticut may join a number of states that currently require merchants to provide the remaining balances on gift cards to consumers in cash upon request…more

Gift-Cards, Refunds

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Alyson Parker

Shamrock Shake: St. Patrick’s Day Earthquake in Los Angeles Is a Reminder to Check Your Property Insurance Policy

Los Angeles residents didn’t need to go to McDonald’s for their “Shamrock Shake” on St. Patrick’s Day 2014. At 6:25 a.m., a 4.4-magnitude earthquake shook L.A. County out of bed. Monday’s shake serves as a reminder to be…more

Earthquakes, Property Damage, Property Insurance

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Lori Partrick

IRS Relaxes Use-or-Lose Rule for Health FSAs

On October 31, 2013, the Internal Revenue Service (“IRS”) issued guidance relaxing the Use-or-Lose Rule applicable to Health FSAs under employers’ cafeteria plans. Now an employer may amend its cafeteria plan to permit plan…more

Cafeteria Plans, Carryover Basis, Flexible Spending Accounts, Healthcare, IRS

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Rodney R. Peck

Final Federal Reserve Rules for Foreign Banking Organizations

This Alert describes the final regulations issued by the Federal Reserve Board (the “FRB”) on February 18, 2014, that radically modify the former requirements applicable to foreign banking organizations (“FBOs”) pursuant to the…more

Banks, Dodd-Frank, Federal Reserve, Foreign Banks, Regulation K

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Marcus Peterson

Ninth Circuit Eliminates Presumption of Irreparable Injury for Plaintiffs Seeking Preliminary Injunctions in Trademark Cases

Ending years of uncertainty and division among district courts, the Ninth Circuit recently ruled that a trademark plaintiff must establish a likelihood of irreparable harm to obtain a preliminary injunction in a trademark case…more

Irreparable Harm, Preliminary Injunctions, Rebuttable Presumptions, Trademark Litigation, Trademarks

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Amy L. Pierce

Stay Tuned: Connecticut Bill Would Require Cash Refunds of Gift Card Balances

Connecticut may join a number of states that currently require merchants to provide the remaining balances on gift cards to consumers in cash upon request…more

Gift-Cards, Refunds

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Mike Pierides

Meeting New OTC Swap Reconciliation Rules May Require Better Technology and Processes

Although reconciliation of the key terms has been a best practice for over-the-counter derivative trades for some time (particularly with collateralised trades), the scale of the reconciliation exercise imposed by forthcoming…more

CFTC, Data Protection, Derivatives, Due Diligence, ESMA

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Roxane A. Polidora

FTC Expands Focus on Tracking and Use of Consumers’ Location Data

Over the past few years, the Federal Trade Commission (“FTC”) has provided guidance regarding mobile platforms and app providers’ practices of collecting data about consumers’ locations through their mobile devices, with a focus…more

FTC, Geolocation, Mobile Apps

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Marta K. Porwit

California Reduces Additional Tax on Section 409A Noncompliance

On October 4, 2013, Governor Jerry Brown signed into law Assembly Bill (“AB”) 1173, which reduces from 20 percent to 5 percent the additional California tax on nonqualified deferred compensation that fails to comply with Section…more

Compliance, Deferred Compensation, Income Taxes, Section 409A

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Kenneth Quinn

India’s Aviation Safety Rating Downgrade Could Have Cascading Effects

On January 31, 2014, the U.S. Federal Aviation Administration (FAA) downgraded India’s aviation safety rating to Category 2 under the FAA’s International Aviation Safety Assessment (IASA) program – a program designed to ensure…more

Aviation Industry, FAA, IASA, ICAO, India

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Brad Raffle

The President’s Climate Action Plan: Its Impact on Moderating Carbon Emissions Through Ecological Conservation

The President’s proposal includes several recommendations for promoting ecological conservation as a tool for sequestering atmospheric carbon while simultaneously providing natural buffers against more intense and frequent…more

Biofuel, Carbon Emissions, Climate Action Plan, Climate Change, EPA

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Glenn S. Richards

The USF Conundrum

The Federal Communications Commission (FCC) is considering whether to make fundamental changes to how carriers (and ultimately their customers) pay for federal programs that provide greater access to telecommunications and…more

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Christine L. Richardson

IRS Releases Further Guidance for Retirement Plans on Treatment of Same-Sex Spouses

In IRS Notice 2014-19 and accompanying FAQs, the Internal Revenue Service (“IRS”) issued long-awaited guidance addressing the treatment of same-sex spouses under qualified retirement plans such as 401(k) and defined benefit…more

DOMA, IRS, Marriage, Qualified Retirement Plans, Retirement Plan

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Rebecca Rizzo

"Solicitation" In the Era of Social Media Remains Unsettled

Last month, in KNF&T v. Muller (October 2013), the Massachusetts Superior Court found that a LinkedIn update regarding an employee's new job was not a solicitation of business in violation of her non-competition agreement, which…more

General Solicitation, Social Media

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Stephanie Rohrer

U.S. and UK Take Modest Steps to Restrict Exports to Russia

The Obama Administration has threatened to impose additional sanctions on Russia in response to the Ukraine crisis but so far has only blocked the assets of 32 individuals and one bank. Additionally, with little fanfare, the two…more

Exports, Foreign Policy, Russia, Sanctions, UK

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Josh Romanow

New U.S. Sanctions Designations Target Airlines and Lessors in Europe and Asia

The United States has added three airlines from Europe and Asia, as well as two individual airline executives and 13 aircraft, to the list of Specially Designated Nationals (SDNs) due to the airlines’ support for Iran Air and…more

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Margaret Rosegay

The Oil and Gas Law Review: United States: California

In This Review: - I Introduction - II Legal And Regulatory Framework - III Licensing - IV Production Restrictions - V Assignments Of Interests - VI Tax - VII Environmental Impact…more

Assignments, Business Taxes, Energy, Environmental Impact Report, Environmental Policies

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Rick Roskelley

New Nevada Employment Law Developments Affect Social Media, Overtime

There have been several notable and recent developments in Nevada employment law both through enacted legislation and advisory opinions issued by the Nevada Labor Commissioner. Specifically, the legislature has passed a law…more

Employee Rights, New Legislation, Social Media Policy, Unpaid Overtime

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Jerry Ross

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Roger C. Roy Jr.

Will New Immigration Legislation Impact "Landed" Outsourcing Rates?

Many years ago, I walked through a client's IT development organization where all the "Onshore" resources from the client's ADM provider sat in a sea of cubicles. I was there to identify the causes of some issues that had been…more

H1-B, Immigration Reform, New Legislation, Offshore Suppliers, Outsourcing

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Matthew Ryan

Health Care Reform Update: Employers Must Begin Reporting Details of Health Coverage to IRS

The Patient Protection and Affordable Care Act (“ACA”) imposes significant new reporting requirements on employers providing self-insured group health coverage to their employees and employers subject to the shared…more

Affordable Care Act, Healthcare, Healthcare Reform, IRS, Pay or Play

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Christian A. Salaman

Is Crowdfunding Dead On Arrival? A Legal Perspective...

"[Crowdfunding] lays the riskiest investments at the doorstep of those investors that can least afford the risk. And it won’t create jobs except for plaintiff’s lawyers…”…more

Crowdfunding, JOBS Act, Kickstarter, Legal Perspectives, SEC

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Craig Saperstein

The UDAAP Trap: Avoiding CFPB Penalties for Financial Institutions Using Third Party Services

In response to the financial crisis and recession in the United States that began in 2007, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (now commonly known as "Dodd-Frank"). Dodd-Frank…more

CFPB, Compliance, Dodd-Frank, Employer Liability Issues, Third-Party Liability

See All Updates »

Paul Sass

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Eric Save

Mexico Adopts Major Energy Reforms Restructuring its Electric Power Sector

Mexico has recently adopted amendments to the Mexican Constitution that will profoundly change all aspects of the electric power sector in Mexico. Among other things, those amendments reduce the role of the State in the power…more

Electricity, Energy Reform, Investor-Owned Utilities, Mexico, Utilities Sector

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Brian Scaccia

California’s Prop 39 Fund: Up to $2.75 Billion for Energy Projects at Public Schools, Colleges

On June 27, Governor Jerry Brown signed SB 73 into law as part of the state budget package. The bill established a Clean Energy Job Creation Fund, into which up to $550 million each year will be transferred from California’s…more

Clean Energy, Colleges, Energy Efficiency, Grants, Jerry Brown

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Christine Scheuneman

CFPB's Arbitration Study—A Warning to Consumer Financial Service Companies

On December 12, 2013, the Consumer Financial Protection Bureau published its “Arbitration Study Preliminary Results,” mandated by Section 1028(a) of the Dodd-Frank Act (the “Study”). Unfortunately (and despite its statements to…more

Administrative Procedure Act, Arbitration, Banking Sector, CFPB, Consumer Financial Products

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Ian Schick Ph.D.

National Labor Relations Board on Employer Social Media Policies

As use of social media continues to increase, so do concerns by employers regarding employee use of social media as it relates to the workplace. In response, many employers are drafting new or revised policies covering use of…more

Data Protection, Facebook, NLRA, NLRB, Protected Concerted Activity

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Cindy V. Schlaefer

California Reduces Additional Tax on Section 409A Noncompliance

On October 4, 2013, Governor Jerry Brown signed into law Assembly Bill (“AB”) 1173, which reduces from 20 percent to 5 percent the additional California tax on nonqualified deferred compensation that fails to comply with Section…more

Compliance, Deferred Compensation, Income Taxes, Section 409A

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Kim Schoknecht

American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

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Anthony H. Schouten

The Volcker Rule—A Suggested Approach for Banking Entities When Analyzing its Impact on Business Models, Activities and Transactions

More than three years following the passage of the Dodd-Frank Act, and intense inter-agency negotiations, the federal financial regulatory agencies collectively adopted the final version of the “Volcker Rule,” or “Rule”—which…more

Banking Sector, Dodd-Frank, Final Rules, Financial Regulatory Reform, Foreign Banks

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Michael Schumaecker

U.S. Ex-Im Bank Opens for Business in Burma/Myanmar

The U.S. Government has taken another important step in helping to reintegrate Myanmar (referred to as Burma for official purposes) into the global economy. On February 6, 2014, the Export-Import Bank of the United States (Ex-Im…more

Banks, Exports, Foreign Policy, Trade Policy

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James M. Seff

Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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Susan P. Serota

Deadlines Coming for Multinationals’ Retirement Plans and U.S. Taxpayers with Foreign Financial Interests

In 2010, the U.S. enacted a sweeping change in enforcement of its tax laws on foreign financial interests, the Foreign Account Tax Compliance Act (FATCA). The main thrust of the act is to penalize foreign financial institutions…more

Bank Secrecy Act, FACTA, FATCA, FATCA Timeline, FBAR

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Thomas M. Shoesmith

Raising VC Money in the US

Ambitious Chinese start-ups in need of funding are advised to look to the US, where venture capital firms are increasingly willing to make investments. China is increasingly a centre of innovation, driven by entrepreneurs…more

Funding, Startups, Venture Capital

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Michael L. Sibarium

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities,…more

DOJ, FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

See All Updates »

Rene Siemens

Muddying the Waters on Policy Stacking Law: Perspectives on Insurance Recovery Newsletter – Summer 2013

In This Issue: - Federal Housing Finance Agency Proposes New Rules on Lender-Placed Insurance - J.P. Morgan Decision Curtails the Phantom “Restitution Defense” to D&O Coverage - Bad-Faith Claims -…more

Additional Insured, Bad Faith, Business Interruption, Commercial General Liability Policies, D&O Insurance

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Jay Silberg

DOE Issues New “Strategy” for Nuclear Waste Management and Disposal

On January 11, 2013, the Department of Energy (“DOE”) issued its response to the recommendations of the Blue Ribbon Commission on America’s Nuclear Future regarding next steps for spent nuclear fuel management and disposal in…more

DOE, Nuclear Power, Waste

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Woon-Wah Siu

Amendments to PRC Foreign Invested Enterprise Laws

Following the new amendments to the PRC Company Law, China has published a series of conforming amendments to certain existing regulations governing foreign invested entities in China (FIEs) to reflect the reform introduced by…more

China, Foreign Corporations, Foreign Investment

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Nathaniel Smith

Ninth Circuit: Injunctive Relief Claims Relating Only to Past Harms to a Limited Class Are Not Exempt From Arbitration

Following the U.S. Supreme Court’s decision favoring arbitration clauses in AT&T Mobility LLC v. Concepcion, the Ninth Circuit Court of Appeals held in Kilgore v. KeyBank, N.A. that the Federal Arbitration Act (“FAA”) preempts…more

Arbitration, Arbitration Agreements, Class Action, Federal Arbitration Act, Injunctions

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Glenn Snyder

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Lynn Soukup

New Amendments to UCC Article 9 Now Effective in Most Jurisdictions

On July 1, 2013, amendments to Article 9 of the Uniform Commercial Code, which governs using personal property as collateral, became effective in most jurisdictions. The changes to Article 9 a ect both existing and future…more

Article 9, Collateral, Debtors, Personal Property, Registration

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Ryan Sparacino

Preparing for Brazil's New Anti-Corruption Law: What In-House Counsel Should Know

Earlier this year, the Brazilian government approved a sweeping anti-corruption law known as the Brazilian Clean Companies Act ("BCCA" or "Act"), which is set to take effect on January 29, 2014. The new law provides for a wide…more

Anti-Corruption, BCCA, Brazil, Compliance, Corporate Counsel

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Jeffrey Stern

Dodd-Frank Protocol Carries Burdens and Benefits for Pension Plans

The Commodity Futures Trading Commission has issued new “know your customer” and external business conduct rules to give effect to certain provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act…more

CFTC, Derivatives, Dodd-Frank, Employee Benefits, ERISA

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Matthew Stockwell

Insurance and the Polar Vortex: Recovering Losses from the Big Chill of 2014

The first two weeks of 2014 ushered in an extraordinary weather disaster affecting most of the United States, causing extensive property damage and business interruption as a result of freezing temperatures. On January 3, 2014,…more

Commercial General Liability Policies, Economic Damages, Multiple Occurences, Polar Vortex, Property Damage

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Samuel Stubbs

Daimler AG v. Bauman: Court Again Rejects a “Sprawling View of General Jurisdiction”

On January 14, 2014, the U.S. Supreme Court in Daimler AG v. Bauman held that Argentinian plaintiffs could not sue a German car manufacturer in California for human rights violations allegedly committed in Argentina. The Court…more

Attorney Generals, DaimlerChrysler, DaimlerChrysler v Bauman, Foreign Corporations, Foreign Nationals

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William M. Sullivan, Jr.

Feds’ Reliance on Environmental Activism Underscores Need for Lacey Act Compliance

The search warrant recently executed by U.S. Customs and Fish and Wildlife Service agents on a Virginia-based flooring wholesaler surrounded allegations that the company had illegally imported wood in violation of the Lacey Act,…more

Activist, Endangered Species, Environmental Crimes, Environmental Review, Fish and Wildlife Service

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Dianne Sweeney

70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings…more

Software, Tax Exemptions

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Raymond Sweigart

An American Policyholder in London: English Choice of Law Clauses in United States Insurance Policies

While certainly not the norm, it is not uncommon for insurance policies issued to companies based in the United States, particularly large commercial and excess policies brokered on the London Market, to contain choice of law…more

Choice-of-Law, Jurisdiction, UK

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Kenneth Taber

Update: Amendments to New York City’s Paid Sick Leave Law

On March 20, 2014, New York City Mayor Bill de Blasio signed into law the first piece of legislation in his tenure: amendments to the Earned Sick Time Act (“ESTA”) that impose additional requirements on almost all private…more

Employee Rights, Paid Leave, Sick Leave, Wage and Hour

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PhilipTendler

California’s Prop 39 Fund: Up to $2.75 Billion for Energy Projects at Public Schools, Colleges

On June 27, Governor Jerry Brown signed SB 73 into law as part of the state budget package. The bill established a Clean Energy Job Creation Fund, into which up to $550 million each year will be transferred from California’s…more

Clean Energy, Colleges, Energy Efficiency, Grants, Jerry Brown

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Deborah Thoren-Peden

Stay Tuned: Connecticut Bill Would Require Cash Refunds of Gift Card Balances

Connecticut may join a number of states that currently require merchants to provide the remaining balances on gift cards to consumers in cash upon request…more

Gift-Cards, Refunds

See All Updates »

Joseph Tiano

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Rebecca Tierney

Dealing with Civil Investigative Demands from the CFPB—Rules, Responses & Pitfalls

The Consumer Financial Protection Bureau’s civil investigative demand (“CID”) authority has recently presented significant compliance difficulties for companies that have received requests for information relating to an…more

CFPB, CID, Dodd-Frank, FDIC, FTC

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Alex Tomaszczuk

OSHA Proposal Would Require E-Reporting and Public Posting of Injury and Illness Data

On November 8, 2013, the Occupational Safety and Health Administration (OSHA) of the U.S. Department of Labor proposed a new rule which, if adopted, will require employers to electronically report injury and illness data on a…more

Bodily Injury, OSHA, Reporting Requirements, Workplace Injury

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Carolyn Toto

How Trade Mark Defendants are Winning from MedImmune

In 2007, the US Supreme Court set a new test for declaratory judgment actions in MedImmune. Its decision continues to have a profound impact on trade mark cases, explain Bobby Ghajar and Carolyn Toto. One-Minute Read…more

Cease and Desist Orders, Declaratory Judgments, Genentech, Infringement, MedImmune v Genentech

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Jennifer Trock

India’s Aviation Safety Rating Downgrade Could Have Cascading Effects

On January 31, 2014, the U.S. Federal Aviation Administration (FAA) downgraded India’s aviation safety rating to Category 2 under the FAA’s International Aviation Safety Assessment (IASA) program – a program designed to ensure…more

Aviation Industry, FAA, IASA, ICAO, India

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C. Joël Van Over

Who Says Life’s Not Fair: Good Faith and Fair Dealing Prevails in Metcalf Case.

In a ruling highly anticipated among government contractors, the United States Court of Appeals for the Federal Circuit held on February 11, 2014, in Metcalf Construction Company, Inc. v. United States, No. 2013-5041 (Fed. Cir…more

Covenant of Good Faith and Fair Dealing, Employee Benefits, Federal Contractors, Good Faith

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Paulo Varnieri

Preparing for Brazil's New Anti-Corruption Law: What In-House Counsel Should Know

Earlier this year, the Brazilian government approved a sweeping anti-corruption law known as the Brazilian Clean Companies Act ("BCCA" or "Act"), which is set to take effect on January 29, 2014. The new law provides for a wide…more

Anti-Corruption, BCCA, Brazil, Compliance, Corporate Counsel

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Danielle Vrabie

U.S. Government Shutdown: Will Performance of Private Contracts Be Excused?

With Congress unable to reach an agreement on a continuing resolution, the federal government shut down all “non-essential” services on October 1, 2013. The shutdown will remain in effect until Congress passes appropriations…more

Breach of Contract, Force Majeure Clause, Government Shutdown, Specific Performance

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C. Brian Wainwright

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

See All Updates »

Christopher R. Wall

U.S. and UK Take Modest Steps to Restrict Exports to Russia

The Obama Administration has threatened to impose additional sanctions on Russia in response to the Ukraine crisis but so far has only blocked the assets of 32 individuals and one bank. Additionally, with little fanfare, the two…more

Exports, Foreign Policy, Russia, Sanctions, UK

See All Updates »

Robert Wallan

Shamrock Shake: St. Patrick’s Day Earthquake in Los Angeles Is a Reminder to Check Your Property Insurance Policy

Los Angeles residents didn’t need to go to McDonald’s for their “Shamrock Shake” on St. Patrick’s Day 2014. At 6:25 a.m., a 4.4-magnitude earthquake shook L.A. County out of bed. Monday’s shake serves as a reminder to be…more

Earthquakes, Property Damage, Property Insurance

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Lu Wang

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Paula Weber

Supreme Court: Class Action Waiver Trumps Federal Statutory Right

Continuing its string of recent pro-arbitration decisions, the U.S. Supreme Court handed down a decision enforcing class action waivers in arbitration agreements, even where the plaintiff’s cost of proceeding on an individual…more

American Express, American Express v Italian Colors Restaurant, Arbitration, Arbitration Agreements, Class Action

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Evan Wesser

Prohibition on Contract Awards to Companies That Were Formerly Based in the United States

On January 29, 2013, a final rule was issued prohibiting the award of contracts to inverted domestic corporations. The final rule requires an offeror to represent that it is not an inverted domestic corporation and creates…more

Federal Acquisition Regulations, Foreign Corporations, Inverted Domestic Corporations

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Wayne Whitlock

Extort Me Not: Supreme Court Expands Protections for Permit Applicants Under the Takings Clause

The high court’s decision in Koontz v. St. John’s River Water Management District extends the landmark decisions in Nollan and Dolan, which set standards on when an agency can condition a land use permit on the relinquishment of…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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Tania Williams

Contract made in two places at once - a possibility under UK law

The High Court of England and Wales has recently decided that a contract can, in principle, be made in two separate jurisdictions at the same time if the contract does not include choice of law and jurisdiction clauses. In this…more

Choice-of-Venue, Exclusive Jurisdiction, Jurisdiction, UK, Venue

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Sean Williamson

Does this mean I get a refund? Massachusetts Repeals Sales and Use Tax on Computer and Software Services

We previously reported on the Massachusetts computer services tax that became effective on July 31st after the legislature overturned Governor Deval Patrick's veto of An Act Relative to Transportation Finance. Facing strong…more

Business Taxes, Department of Revenue, Sales & Use Tax

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Connie Wolfe

Supreme Court: Class Action Waiver Trumps Federal Statutory Right

Continuing its string of recent pro-arbitration decisions, the U.S. Supreme Court handed down a decision enforcing class action waivers in arbitration agreements, even where the plaintiff’s cost of proceeding on an individual…more

American Express, American Express v Italian Colors Restaurant, Arbitration, Arbitration Agreements, Class Action

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Brian Wong

Delaware Court Upholds Exclusive Forum-Selection Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld bylaws adopted by the boards of directors of Chevron Corporation and FedEx Corporation that designated Delaware as the exclusive forum for litigation…more

Bylaws, Chevron, FedEx, Forum, Forum Selection Clause

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Stacy Wright

Extort Me Not: Supreme Court Expands Protections for Permit Applicants Under the Takings Clause

The high court’s decision in Koontz v. St. John’s River Water Management District extends the landmark decisions in Nollan and Dolan, which set standards on when an agency can condition a land use permit on the relinquishment of…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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Tim Wright

Court of Appeal confirms that information is not property

In a recent judgement, the Court of Appeal of England and Wales held that an electronic database was not a chose in possession or a chattel but a chose in action (see our earlier blog regarding the grant of leave to appeal in…more

Electronically Stored Information, Private Property Rights, UK

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Marcus Wu

IRS Relaxes Use-or-Lose Rule for Health FSAs

On October 31, 2013, the Internal Revenue Service (“IRS”) issued guidance relaxing the Use-or-Lose Rule applicable to Health FSAs under employers’ cafeteria plans. Now an employer may amend its cafeteria plan to permit plan…more

Cafeteria Plans, Carryover Basis, Flexible Spending Accounts, Healthcare, IRS

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Peter Wyckoff

Did EPA Overstep in Applying Soil Vapor Intrusion Guidance to Commercial Buildings?

In April 2013, U.S. EPA’s Office of Solid Waste and Emergency Response issued two guidance documents on soil vapor intrusion. One addresses general soil vapor intrusion issues, while the other is specific to petroleum vapor…more

Commercial Leases, Environmental Assessments, Environmental Claims, EPA, OSHA

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Tamara Zakim

Supreme Court Reverses 9th Circuit on Logging Roads, Deferring to EPA on Its Industrial Stormwater Rule

On March 20, 2013, the U.S. Supreme Court held in a 7-1 decision that Clean Water Act permits are not required for stormwater runoff from logging roads. The decision in Decker v. Northwest Environmental Defense Center defers to…more

Clean Water Act, Discharge of Pollutants, EPA, Logging, NPDES

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Reza Zarghamee

Did EPA Overstep in Applying Soil Vapor Intrusion Guidance to Commercial Buildings?

In April 2013, U.S. EPA’s Office of Solid Waste and Emergency Response issued two guidance documents on soil vapor intrusion. One addresses general soil vapor intrusion issues, while the other is specific to petroleum vapor…more

Commercial Leases, Environmental Assessments, Environmental Claims, EPA, OSHA

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Eric Zhang

Amendments to PRC Foreign Invested Enterprise Laws

Following the new amendments to the PRC Company Law, China has published a series of conforming amendments to certain existing regulations governing foreign invested entities in China (FIEs) to reflect the reform introduced by…more

China, Foreign Corporations, Foreign Investment

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Elizabeth Zimmer

Public Sector Outsourcing: Events and Lessons from 2013

2013 was not a stellar year for public sector outsourcing. As we reported in an earlier blog article, Indiana is appealing judgment in an ongoing court battle with IBM over a troubled welfare claims processing project. Agencies…more

Australia, Health and Welfare Plans, Healthcare, Outsourcing, Unemployment

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Henry (Hank) Zimmerman

Avoiding the Pitfalls of the "Unlimited" License - Four questions you should ask: The Third Question

Let's quickly revisit the scenario we've been following through our first two installments. That is, you are a CIO faced with a decision on whether or not to enter into an "enterprise" or an "unlimited" license arrangement with…more

License Agreements, Licenses

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Christopher Zochowski

Private Equity: Blindsided by the FCPA — Hedging Against Anti-Corruption Deal Risk

Until a few years ago, private equity firms enjoyed relative insulation from regulatory scrutiny of overseas acquisitions and the operations of multi-national portfolio companies. No longer is that the case. Spurred by the…more

Acquisitions, Anti-Corruption, DOJ, FCPA, Foreign Investment

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Julian Zou

Amendments to PRC Foreign Invested Enterprise Laws

Following the new amendments to the PRC Company Law, China has published a series of conforming amendments to certain existing regulations governing foreign invested entities in China (FIEs) to reflect the reform introduced by…more

China, Foreign Corporations, Foreign Investment

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